January 22, 1997
Page 1
EXHIBIT 8.1
[Coudert Brothers Letterhead]
January 21, 1997
The Board of Trustees
HRE Properties
321 Railroad Avenue
Greenwich, Connecticut 06830
HRE Properties: Plan of Reorganization
Ladies and Gentlemen:
We have acted as special counsel to HRE Properties, a Massachusetts
business trust (the "Trust"), and HRE Properties Inc., a Maryland corporation
and a wholly-owned subsidiary of the Trust (the "Corporation"), in connection
with the proposed reorganization (the "Reorganization") pursuant to a Plan of
Reorganization dated as of December 30, 1996, by and between the Trust and the
Corporation (the "Plan of Reorganization"), described in the Registration
Statement on Form S-4 (File No. 333-19113-01 ), as amended (the "Registration
Statement"). This opinion is being rendered in connection with the Plan of
Reorganization. All capitalized terms, unless otherwise specified, have the
meanings assigned to them in the Registration Statement.
In rendering our opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Plan of Reorganization and the Registration Statement (including the
exhibits thereto). We have relied on the accuracy of the factual statements and
the fulfillment of the undertakings set forth therein.
Further, in connection with the opinion rendered herein, we have
assumed that the Plan of Reorganization will be implemented in accordance with
the terms of the above-referenced documents and that it will be effective
pursuant to the laws of the pertinent jurisdictions. Further, we have also
assumed the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as copies.
January 22, 1997
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Our opinion is limited to the issues considered herein and is based on
the applicable provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations promulgated thereunder, pertinent judicial
authorities, interpretive rulings of the Internal Revenue Service and such other
authorities as we have considered relevant, all of which are subject to change
in the future. Moreover, this opinion is based upon the specific facts and
assumptions set forth herein, as well as the representations of the Trust
provided in the certificate annexed hereto. Any change in applicable law or in
the terms of the foregoing documents upon which this opinion is based, or any
inaccuracy in the representations on which we have relied, may affect the
continuing validity of this opinion.
This opinion represents our best legal judgment, but it has no binding
effect or official status, and no assurance can be given that contrary positions
may not be taken by the Internal Revenue Service or a court considering the
issues.
FACTS
In order to modernize the Trust's governance procedures and to provide
the Trust with a greater degree of certainty and flexibility in planning and
implementing corporate actions, it is proposed to reorganize the Trust as a
Maryland corporation. To this end, the Trust will be merged with and into the
Corporation pursuant to the terms of the Plan of Reorganization. The Corporation
was formed by the Trust on December 30, 1996, for the purpose of participating
in the Reorganization and thereby to acquire and succeed to, and to continue the
business of, the Trust. The Corporation will be the surviving entity in the
Merger, the separate existence of the Trust will terminate and each issued and
outstanding Common Share will be converted into one share of the Corporation
Common Stock. At the effective time of the Merger, all properties, assets,
liabilities and obligations of the Trust will become properties, assets,
liabilities and obligations of the Corporation.
OPINION
Based upon and subject to the foregoing, we are of the opinion that the
Reorganization will constitute a tax-free reorganization under Section
368(a)(1)(F) of the Code. As a Section 368(a)(1)(F) tax-free reorganization, the
Reorganization will have the following Federal income tax consequences:
(i) The Corporation generally will be treated as the same taxpayer as the
Trust, so that the tax attributes of the Trust will carry over to the
Corporation, the taxable year of the Trust will not end on the
effective date of the Reorganization, the Trust will not be required to
file a short period Federal income tax return, and the Corporation may
continue to use the Trust's Employer Identification Number.
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(ii) No gain or loss will be recognized by the shareholders of the Trust
upon conversion of the Trust Common Shares into the Corporation Common
Stock.
(iii) The basis of Corporation Common Stock to be received in the Merger by a
shareholder of the Trust will be the same as such shareholder's basis
in its Trust Common Shares immediately prior to the Merger.
(iv) The holding period of the Corporation Common Stock to be received in
the Merger by a shareholder of the Trust will include such
shareholder's holding period of the Trust Common Shares, provided the
Common Shares of the Trust were held as a capital asset on the date of
the Merger.
(v) No gain or loss will be recognized to the Trust upon the consummation
of the Merger.
(vi) No gain or loss will be recognized by the Corporation upon consummation
of the Merger.
(vii) The basis of the assets of the Trust in the hands of the Corporation
will be the same as the basis of such assets in the hands of the Trust
immediately prior to the Merger.
(viii) The holding period of the assets of the Trust acquired by the
Corporation in the Merger will include the period during which those
assets were held by the Trust immediately prior to the Merger.
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement and to the reference to this firm in the
Registration Statement.
Very truly yours,
/s/Coudert Brothers
Coudert Brothers